The Art of Heroism
by ODD CANDY
Summary: A young genius painter who wanted to paint the world but her gifts forces her to be a hero. The Avengers try to salvage what's left of humanity as the world begins to crumble at the hands of dark creatures causing humans to morph into monsters. Phil Coulson's niece finds the grey in the Avengers' black-and-white world and discovers she isn't cut out to to be a hero the world needs.
1. Chapter One: The Color of Home

**_EDITED AUGUST 3, 2013_  
**

**Disclaimer**: I do not own the _Avengers_,_ X-Men_ or anything Marvel.

**Rated**: T for Mild Language, Mild Violence, and Minor Suggestive Adult themes.

**Full Summary**: A young genius painter who wanted to paint the world but her gifts made her someone, forcing her to be hero she never wanted to be. Thrusts into the Avengers, Phil Coulson's niece finds the grey in their black-and-white world and discovers she's not cut out to be a hero. The Avengers try to salvage what is left of humanity as the world begins to crumble at the hands of bloodthirsty creatures causing humans to fall and others to morph into monsters. Eleanor Grey struggles between becoming the hero the Avengers want her to be and the hero the world needs her to be. She has a choice: die a hero or die a monster?

**Pairings**: Steve/OC. Pepper/Tony.

**Author's Note**: This is only my second story, my first one is still a work in progress! I just found more motivated to write this! So I hope you all enjoy! Since this is my second story I would love it if you would please leave any comments, opinions, or advice in the reviews!

Also, I am sorry for those who enjoyed "Heroism is an Art" and the direction it was going. I was thinking it through and I want to take it a different direction. I will soon be deleting "Heroism is an Art" so I apologize to everyone who was looking forward to any updated chapters on there. "The Art of Heroism" will definitely be similar!

* * *

**Chapter One: The Color of Home**

She had been sixteen years old when her father died, her mom having passed away when she was five. Eleanor always figured she would have to bury her parents one day, but she thought she would be much older and have much kinder words to say about her father. But she stared blankly as the casket lowered into the ground, her blue eyes not showing much sorrow and no tears were forming in her eyes. The crowd slowly dispersed and many people giving their condolences while others eyed her pitifully as they left the grounds. Finally being left alone, she regarded the bald man in the wheel chair besides her.

"Charles –" She began but was interrupted when the older man place a comforting hand on her arm.

"The arrangements you've asked have been taken care of." Charles Xavier answered for her and she smiled at the man admiringly. She hadn't known why she had bothered speaking if he already knew what she was thinking. Then again, if she wanted to, she could also hear the Professor's thoughts but she preferred having a normal conversation. "As do I Eleanor." The Professor grinned and she grinned back.

"Eleanor." The familiar voice of her Uncle Phil Coulson greeted her and she turned her attention to the man who approached the pair. The Professor regarded the man with a nod and Phil nodded back in greeting.

"Uncle Phil." Eleanor greeted gently, brushing a loose curl behind her ear. Her pink lips were in a thin line as she looked at her Uncle with a sympathetic look.

"I'm sorry Ellie. I should have been here for you - " Phil launched but in a similar fashion that Charles had done earlier, Eleanor interrupted her Uncle.

"There wasn't anything you could have done Phil. I know Fury has been keeping you busy." Eleanor replied knowingly and her Uncle looked regretful. She comforted, "It's okay Uncle Phil. I understand. I'm not a child anymore."

"You're right." Phil responded observing the girl carefully. "You're looking more and more like your mother. Except the hair color, she was - "

"Blond." She finished for him with a grin.

"Is that what you have been teaching her Xavier? Finishing other people's sentences?" Phil turned to the Professor before giving her an exasperated look.

The Professor looked a bit sheepish for a moment. "I believe she inherited that habit from me. I apologize, Mr. Coulson."

Phil looked back at his niece, ruffling her hair. "As long as she doesn't make it a habit, I guess it's alright." Phil paused before continuing. "So, Eleanor will be staying at the Institute?"

Xavier just nodded his head, his words slow. "Yes. She is more than welcome to stay for as long as she wants."

"I would take you in Eleanor - " Phil started but was unable to finish his sentence.

"But your occupation doesn't allow you much free time. I know, Phil." Eleanor said rolling her eyes. "I actually plan on leaving the Institute."

Phil looked alarmed while the Professor just looked at the girl with a meaningful look. "What - "

"I won't be leaving anytime soon Uncle Phil. I already graduated from high school last year and I want to continue to go to Italy to study - "

"I should have known." Phil sighed, looking at the girl with a proud look in his eyes. "You're making quite a name for yourself in the art industry." The girl just smiled at him and nodded her head. "What about you and your father's home?"

"I'm still keeping the estate but I haven't called that place _home_ in a long time Phil." Eleanor answered bitterly. "I love everything that the Institute has taught me and everyone there but, it hasn't really been home as of late. No offense Charles."

"None taken."

"I just want to paint." Eleanor concluded tiredly and both men looked at her knowingly before laughing lightly. "And finding peace and quiet to paint at the Institute isn't easy."

"When do you plan on leaving?" Phil asked concerned.

"I'll be entering the Florence Academy of Art in the fall, a few months after I turn 17." Eleanor answered carefully, anticipating her Uncle to protest and was surprised when he hadn't.

"You'll keep in touch?" Phil asked hopefully and Eleanor smiled.

"Of course."

**_Five years later._**

"Uncle Phil? Can you hear me?" 21-year old Eleanor asked hopefully her hands gently holding one of her Uncle's hands in her own. She had dropped the sketchbook from her lap when she noticed a change in his monitor, not to mention, she had been probing her mind ever since she arrived a few months ago.

The last time she had seen her Uncle was just a few months after she graduated from Florence Art Academy at her first art gallery in Paris that was completely made up of her own work. Eleanor had paintings debut in exhibits before, but she never had an exhibit of only her own paintings and sculptures. Uncle Phil had been proud and Eleanor was sure she was glowing that night. She had left the Academy at 19 and taken to travelling across Europe studying art as well as making her own. She had promptly left her flat in London when Director Fury had appeared at her doorstep informing her that Phil was alive.

"Eleanor?" Phil Coulson groaned, his eyes fluttering open but immediately closed when he took in the brightness of the room. He felt sore all over and his throat was dry. He wanted to speak but he was tired. All he could remember last was being stabbed in the chest from Loki and Director Fury ordering him to stay with him and being awake briefly to catch a nurse putting him back to sleep again. Why was Eleanor here? Was she dead too? Was this heaven?

Eleanor laughed, as she pressed a bottom on the side, calling for some medical assistance. "You're not dead Uncle Phil. I'm alive and you're alive too, thank goodness."

"El - " He began to speak but was immediately cut off by his niece once more.

"Shush, Uncle Phil. We'll have plenty of time to chat. Just rest." Eleanor said as she watched the Doctor and the nurses checking the monitors and his vitals. Her eyes narrowed slightly when they put a needle in her Uncle's arm but visibly relaxed when her Uncle's breathing evened. She sighed and sat back into her chair, never letting go of her Uncle's hand.

The nurses slowly dispersed and the SHIELD doctor asked her to keep them updated if anything else were to happen. They told her that her Uncle was making progress and he should be up to his usual shenanigans in a few months. The stab wound had been healing nicely and the only thing they had to worry about would be Phil adjusting to his long sleep and Eleanor let go of the breath she had been holding after being informed that her Uncle Phil would be perfectly fine, besides an awful scar across his chest.

"I see you're still here." Director Fury said when entering the room glancing at Coulson briefly before looking at the girl. Eleanor just nodded her head, not saying a word, as she looked up at Fury with a blank look.

"Did you need something?" She sneered.

Fury was not affected. "The Avengers - "

"No." Eleanor replied, not bothering to let the SHIELD Director finish his sentence. "You will let them know that Coulson is alive when he's fully recovered." Fury opened his mouth to interrupt but Eleanor lifted up her free hand and continued speaking. "Unless one of the Avengers finds out beforehand." This seemed to answer Fury's concerns since he said nothing.

"I believe Stark has his suspicions." Fury mentioned looking at the girl curiously, who just nodded her head. "Do you plan on meeting them?"

Eleanor looked thoughtful for a moment, "Only if Phil gives his consent." Her words came out slow and deliberate and a little unsure. Fury just nodded his head, taking a look at his best Agent before leaving the uncle and niece pair for some peace and quiet.

* * *

Her eyes was focused on her sketchbook that sat in her lap, her pencil in her hand moving slowly in her hand as she tried to held back the giggle threatening to erupt into an uncontrollable laughter.

"And then I told the Captain, _'I sort of met you, I watched you while you were sleeping.'_ How embarrassing?" Phil Coulson groaned, recalling his incident with Captain America right before the Loki incident.

"I watched you while you were sleeping." Eleanor intimidated, looking up from her drawing and looking at her Uncle with a large grin on her face. She teased, "A little creepy, don't you think? Makes your sort of like Edward Cullen, huh?"

"A what?" Phil questioned glancing in the mirror at his niece. He was currently standing in front of a mirror and putting on a tie.

"You know, _Twilight_?" Eleanor rolled her eyes. "Actually, I'm glad you haven't heard of it, at least one of us can be saved." She muttered, her blue eyes glittering with happiness looking at her Uncle was standing tall and in one of his suits. "I know Fury thinks you're ready but - "

"Eleanor. I _am_ ready. I know you're mad at Fury but he made the right decision." Phil turned to her with a no-nonsense look. "Fury didn't want you to know I was alive until he knew for sure that I could be back like... _this_." He motioned to his body and she knew what he meant. Alive - moving and breathing and talking.

She sighed and shook her head. "I thought you were dead for a whole year Uncle Phil. You missed my 21st birthday too!"

Phil just rolled his eyes. "You were in Italy since you were 17, Ellie. The drinking age in Italy is 18."

"But Phil, turning 21 is a big milestone - "

Eleanor was interrupted when the door suddenly flew open revealing the bewildered faces of five others. Coulson looked at the group of people with an expectant look and Eleanor looked slightly aggravated to her time with her Uncle suddenly interrupted but said nothing when she noticed the slightly relieved look on her Uncle's face. She stayed seated, watching the scene unfold in front of her easily.

"You can't just barge into other people's room Tony." Bruce Banner sighed and pinched the bridge of his nose as he looked at Coulson with wide eyes.

"Agent is alive!" Tony exclaimed, pointing at Coulson unashamed and Natasha rolled her eyes being the first to approach Phil and embracing him immediately.

"You're alive." Natasha deadpanned.

"I already said that _Natalie_." Tony rolled his eyes.

"Shut it Stark." Natasha glowered at Tony after letting go of Coulson and looked at him analytically. "Are you okay?"

"I'm fine." Coulson responded and the Avengers, minus Thor, seem to look at Coulson all at once. "I'm alive and fully recovered."

"Pepper sends her best." Tony grinned as he lightly patted the man on the shoulder.

"You weren't supposed to tell - " Steve Rogers began and Tony just shrugged his shoulders.

"Blah blah blah. I'm tired of secrets." Tony waved his hand in the air. "We should be celebrating! Phil's risen from the dead! We have to have a holiday for you or something."

"It's nice to see you back Coulson." Clint pointedly ignored Tony and left him in the hands of Natasha who smacked the billionaire in the head.

"Barton." Coulson and Barton shared a brief hug before letting go, glad to see that Barton seemed to have recovered nicely from Loki's spell. Fury and Eleanor had done a good job updating him on everything that he had missed in the past year. Apparently the Stark Tower in New York had unofficially, officially became the "Avengers Tower." "It's good to see you Dr. Banner. Steve." Coulson greeted each the two men with the nod who nodded back.

Steve started cautiously. "If you want, I can sign those cards for you."

Coulson perked up a little but realized he didn't have the cards with him. "Yes. If it isn't a problem but I don't have my - "

"I have them." Eleanor interrupted, standing from her chair and flipping her sketchbook to the back of the page and pulling out the cards carefully. "I had a feeling you would need them Phil." Eleanor grinned. "I took the liberty of cleaning them up." As her words spilled, Tony and Steve visibly flinched, remembering the blood that had previously been on the cards.

"Is this the cellist?" Tony blurted out his eyes looking at the girl appreciatively. He whistled. "She's hot Agent. Good job!"

Coulson rolled his eyes taking the cards and a pen from Eleanor before handing them off to Steve. "She's my niece."

"When did you get a niece?" Barton asked, looking shocked.

"How old are you Eleanor?" Phil asked glancing over at his niece who walked up besides her Uncle.

"I turned 21 a few months ago." She replied, not amused.

"Then, I got a niece 21 years ago Agent Barton." Silence followed Coulson's comment, the Avengers slowly letting the information process.

"When did you get a sense of humor?" Tony joked. "You need to be stabbed more often."

"Tony!" Bruce sighed exasperated as he looked from Coulson to Eleanor, and it seemed that everyone in the room besides the Uncle and niece pair seemed to be doing the same. The only thing similar about the two were their blue eyes, Eleanor's eyes a little brighter and bluer than Coulson's but Bruce imagined it was from Phil's time with SHIELD that had took the brightness of his eyes away. The girl was a little bit shorter than Phil and was probably around five feet and six inches. She had dark brown hair that fell in loose curls across her back and she had a fair, porcelain complexion.

"Eleanor Grey." She introduced and Steve began to open his mouth but she shook her head. "No need. I already know who you all are."

"I would hope you would know who I am." Tony said with a wolfish grin. "I would love to hear more about you though."

Natasha glared at the girl, not caring that she was Phil's niece. "Are you a - "

Eleanor interrupted with a kind smile. "No. I'm not an Agent, just a civilian." She made it a point to motion at her non-SHIELD attire clothes except for the Visitor badge that hung loosely onto her slightly over-sized dark red cardigan that she wear over her pale yellow spring dress.

"You've made interrupting a habit." Phil murmured disapprovingly from beside her and she only beamed.

"This is where I take my leave." Eleanor announced throwing her purse over her shoulder. "It's been a pleasure." She looked at the Avengers who all gave her mixed looks. Natasha looked at her with narrowed eyes while Steve and Bruce both looked at her thoughtfully. Clint looked at her curiously while Tony watched the two's interaction amused.

"You're leaving already?" Phil asked, his brows knitted at her slightly puzzled.

"Yes. I need to get back to work and it looks like you're in capable hands."

"He's in capable hands." Tony winked at the girl suggestively. "You should stay - "

"No." Phil interrupted, glaring at Tony before giving his niece his undivided attention. "Are - "

She shook her head. "No. Charles said things have been hectic over there and it would be best if I avoided the mansion until any further notice."

He looked at his niece with understanding. "Where - " He began before being interrupted again.

"I'll be at my father's house in the Upper East Side. So I'll still be in close by." He stared at his niece with a contemplative look before nodding slowly and she continued. "Will you keep Fury off by back?"

He rolled his eyes. "I'll try to."

"Wonderful." She beamed. She gave her Uncle a quick kiss on the cheek. "Stay safe Uncle Phil."

"Don't forget there is life outside your art Ellie." Phil reminded and Eleanor lifted a hand as if she was waving off Phil's comment.

"Well, it was nice meeting you all." Eleanor politely nodded to the Avengers before leaving their company.

"Is she single?" Tony started but shook his head. "Actually that doesn't matter."

"Tony..." Bruce sighed at his friend's antics.

"But I'm sure Pepper would mind." Natasha forced.

"You have a niece?" Clint asked not fully comprehending that Coulson had a life outside of SHIELD.

Coulson exasperated. "Yes."

Natasha glared at her partner. "We just met her!"

"Right." Clint started slowly. "What did you she mean by, 'Keep Fury off my back?' "

Phil stiffened for a moment before answering. "Classified." He replied naturally and he immediately wanted to hit himself.

"Not for long!" Tony declared taking out his Stark phone out of his pocket. "Jarvis?"

"I am already running the search, sir."

"Tony." Steve reprimanded by Tony just ignored the Captain.

"She seemed quite lovely Coulson." Bruce commented, hoping to make Phil feel more at rest.

"Stark! Don't just hack into things!" Steve reprimanded trying to pry the phone away from Tony's hands.

"And I thought Fury was the Ultimate spy. But even Phil's secrets have secrets! Look at this!" Tony started as he placed the phone on the bed and waving his hands caused several screens to pop up in the air. "She's all over the internet!"

"The what?" Steve asked confused and Bruce sighed.

"The internet, also known as the world wide web." Bruce explained and Steve nodded his head slowly. "People go onto the internet to search for anything you can imagine as well as share information."

"She's an artist!" Clint exclaimed as he looked over Tony's shoulders at one of the screens.

Natasha stood right besides Tony, her eyes scanning an article that popped up. "It says right here she was one of the youngest genius painters to be discovered."

"So Fury wants her painting skills." Steve stated mockingly.

"She was a student at the Xavier Institute?" Bruce questioned lightly his eyes immediately flashing towards Coulson for confirmation. The agent didn't say anything and Tony had immediately stood where Bruce was, scanning over the information quickly.

"She's a - "

"Mutant? Yes." Eleanor appeared from the door with a mischievous glint in her eyes as she walked towards the bed and the Avengers, aside from Steve, seem to tense up. "I forgot my sketchbook." She said, ignoring their sudden stiffness, and lifted the book from the bed and placing it into her bag. Turning to look at the Avengers, she smirked. "I don't bite."

"Well - " Phil started, hoping to turn the attention away from his niece.

She laughed and lightly swatted her Uncle's arm. "I was _four_ Uncle Phil. I didn't know any better."

"Right." Phil noted unimpressed.

"I must get going Phil. Before Fury finds me and talks my ear off _again_." Eleanor kissed her Uncle's cheek yet again. "Feel free to stop by anytime Phil. I'll see you soon." Eleanor then took her leave and the Avengers relaxed.

"What does Fury want with her?" Natasha looked determined to get answers and stared at Phil pointedly. Tony seemed to be listening but it was obvious his main attention was going through the information on the screens in front of him.

"He's been trying to recruit her ever since she left the Institute." Phil explained, "But all Eleanor wants to do is paint."

"What's a mutant?" Steve asked with a sheepish look, not following the conversation.

Bruce clarified, " A mutant is an individual who possesses a genetic trait called an X-gene that allows them to naturally develop superhuman powers and abilities. Some mutants can fly, some can spit fire out of their mouth, while others can lift objects with their minds."

"Sounds like something from a science fiction novel." Steve responded with a bewildered look on his face.

"Imagine how easy it would be to solve missions." Natasha shared appreciatively.

"Why doesn't she join SHIELD? She could do so much." Steve mentioned.

"Eleanor just wants to paint. Art is practically her life." Coulson explained.

"She could still paint and fight crime." Barton remarked.

"You're making us sound like we're a group of vigilantes Clint." Bruce stated with an arched brow.

"I mean - "

"Coulson I have a mision for you. Oh, it looks like you have some company." Fury walked into the room glancing at the Avengers briefly."Where is Eleanor?"

"She has already left, sir." Steve answered.

"I see." Fury eyed each of the Avengers carefully before turning his attention to Coulson.

"What's the mission?" Coulson asked a little taken back that he was already given an assignment.

"A mission already?! C'mon eye patch, give Agent a break!" Coulson looked at Stark thoughtfully for sticking up for him.

"It's a simple mission." Fury responded blandly.

"Well, what is it?" Natasha demanded.

"Convince Eleanor to join the Avengers." Fury answered.

Silence followed after Fury had spoken, Coulson was taken aback while the Avengers were not amused.

"We don't need another member." Natasha snarled.

"You didn't run this by me." Tony disapproved.

"Is she going to be staying in the Tower?" Barton anxious.

"What about her mutant abilities?" Bruce wondered.

"The decision has already been made. Miss Wayne would be an excellent addition to the Team. She was one of Xavier's top students and she has a handle on her powers. We believe she could be of good use to find out what has been causing humans to turn into these _creatures_. Are you up for the job Coulson?"

"No." Coulson immediately replied, not even giving it a second thought.

"Excuse me?" The Director looked far from amused and slightly offended.

"My niece will not be joining SHIELD." Coulson stated with a tone that meant he was done having this conversation, but the Director pushed.

"She won't be joining SHIELD."

Coulson blinked, slowly understanding. "Are you saying that she will be joining the Avengers?"

"Exactly." Coulson wanted to wipe the smug look from Fury's face.

"Fine. Only under a few conditions." Coulson said reluctantly not sure if he could even get his own niece to join SHIELD.

"Name them." Fury insisted.

"She is not SHIELD's property." Coulson replied slowly.

"Understandable." The Director nodded his head.

"If she is to stay in the Tower - "

"Hey! You can't - " Coulson ignored Stark and continued.

"I want her to have a room and a place to paint."

"That can be arranged." Fury nodded again, finding the conditions reasonable to far.

"It's my Tow-"

Coulson added."She can leave the Avengers at anytime."

The Director looked thoughtful for a moment before slowly agreeing. "Done. Anything else?"

"I want to be directly involved between SHIELD and the Avengers."

"Done and done. I'll go get everything ready. Will she say yes?"

Phil hesitated. "No guarantees but I can convince her."

"You better."

Phil nodded his head at the Director who only looked at one of his best agents with an expectant look before turning to the Avengers.

"Team, it looks like you have a new member."

"But - " Natasha started.

"It's my Tower - " Tony whined.

"Stark! Stop being so - " Steve irritated.

Bruce calmly turned towards the Director and Coulson, catching both of their attention. "May I ask, what exactly is Eleanor's gift?"

This seem to quiet the Avengers who looked at both Coulson and Fury expectantly. Fury looked to Coulson, not wanting to answer the question about his niece for him. Coulson sighed. "She's telekinetic."

"That means she can move things with her mind, right?" Steve asked, unsure.

"Yes." Director Fury nodded his head and added. "And telepathic."

"What?" The Team was silent, and Steve looked at Coulson waiting for an explanation not understanding what the term meant.

"She can read minds." Bruce stated dumbly, him and Tony both looking away from the screens simultaneously.

"She can read the thoughts and sometimes their emotions of other people. She has an eiditic, or photographic, memory because of her telepathy. Don't worry though, she never intrudes on anyone's personal thoughts." Coulson added a little proudly. He was proud of his niece and her powers and how much control she had over them, of course, the Avengers would think differently of her.

"That makes me feel so much better." Tony rolled his eyes sarcastically. "Not."

"We don't need a mind reader on the team." Clint forced out with a fierce looked on his face and Natasha nodded her head in agreement. Clint was not fond of the idea having someone going through his mind after what Loki had done to him. Bruce looked at the archer in understanding and nodded his head, also in agreement.

"This is not debatable." Fury ordered. "She will be on the team, whether you like it or not. Miss Grey will be a great addition to the team with her abilities not to mention, we have intel that whoever has been attacking civilians has also been keeping a close watch on Miss Grey."

"She would never - " Phil started defensively and the Team seemed surprised when Phil practically growled at his words.

"I never suggested she would _willingly_ help the enemy." Fury interrupted sending Coulson a cold look. "If no one else has any objections - "

"Um, me!" Tony waved his hands up in the air. "I do not want a mind reader in the Tower."

"Stark - " Fury irritated but was interrupted by an upset Agent.

"My niece is not a freak Tony." Phil said defensively, glaring at the billionaire fiercely that caused the man to take a step back. Clint and Natasha both looked at one another, never having experienced an angry Phil Coulson before. "Nor is she the type of person to use her powers for her own personal gain. She's only as dangerous as all of you all." This made everyone in the room, aside from Fury, flinched.

"You're right Coulson. We're being too judgmental." Bruce said in an understanding tone and the Team looked at Coulson regretfully. "We'll do our best to welcome the girl, right team?" Bruce shot the rest of the Avengers a look and they just nodded their heads slowly.

"You all better." Coulson threatened and the Avengers gulped, now more worried about what Coulson would do to them rather than his mind-reading niece.

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**A/N: **Reviews are more than appreciated!


	2. Chapter Two: Transparent Relations

**Full Summary**: A young genius painter who wanted to paint the world but her gifts made her someone, forcing her to be hero she never wanted to be. Thrusts into the Avengers, Phil Coulson's niece finds the grey in their black-and-white world and discovers she's not cut out to be a hero. The Avengers try to salvage what is left of humanity as the world begins to crumble at the hands of bloodthirsty creatures causing humans to fall and others to morph into monsters. Eleanor Grey struggles between becoming the hero the Avengers want her to be and the hero the world needs her to be. She has a choice: die a hero or die a monster?

**Pairings**: Steve/OC. Pepper/Tony.

**Author's Note**: This is only my second story and my first ever to post a second chapter! Whoo! Please enjoy and leave anything in the reviews (I would love reviews!)

Also, just so everyone is clear I didn't originally mean to put the word "grey" in the summary. It is a total coincidence that Eleanor's last name is "Grey." Jean Grey also does not exist in my story, which is why I made my OC to have her last name, sort of to pay tribute to Jean.

I promise there will be ACTION coming up. Are you ready?

**Pairings**: Pepper/Tony. Please let me know if you would like to see any other ones.

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**Chapter Two: Transparent Relations**

She blinked the sleep from her eyes as she slowly adjusted to the bright sunlight that entered from the practically bare room aside from the table and paint, the canvases and brushes that littered the wooden floor. A white tarp was messily bunched up under the easel where it did little damage control, evidence by the splattered paint blotches that covered the floor. She wasn't sitting in the chair that was in front of the canvas, instead she took refuge to lying on the wooden floor for the past hour, taking a cat nap with the sunlight keeping her body warm. She stretched her body like a feline before standing up lazily and rolling up the sleeves of her over-sized white, buttoned-up shirt that was left hanging over her dark blue skinny jeans.

Everything in her father's house was just how she left it when she was sixteen, the hired maid made sure that the stately townhouse was just how her father had left it, there was no dust or dirt in sight. She hadn't sold her father's townhouse, located in one of the exclusive parts in Upper East Side of Manhattan, when he had passed away. It was, after all, the last piece of her family. Her parent's bedroom remained untouched since her father's passing, as well as his study and her mother's library. Of course, Eleanor had made some changes here and there, especially to the bedroom she had left behind at 10 when she entered the Institute. Eleanor was glad that the maid had also taken the time to dust the art studio her dad had renovated for her, the entirety of the fourth floor was her art studio.

Eleanor's blue eyes glanced over at the clock on the wall and she smiled, glad that she hadn't slept the whole day away like she had a few days ago. It was only 3:18 PM and the sun shone proudly in the clear blue sky. It was definitely a good day to be outside. Classical music came from the stereo that sat on the table. Taking in the smell of oil paints she turned to her freshly painted painting she had painted this morning that was leaning against the wall and cocked her head to the side. She immediately stood up and grabbing the red tube of paint only to frown.

"I need more red." Eleanor spoke out loud to no one in particular, her forehead creasing. She sighed at the realization of having to buy more paint. Looking down at her appearance she sighed. Her white buttoned-up was covered with splotches and splatters of different colored paints, and only a few dots of paint were on her skinny jeans. Taking a moment to decide whether or not she wanted to change, she decided against it and began walking down the three of flight of stairs to get to the ground level.

"I need a few different shades of red." Eleanor murmured under her breath as she slipped into her white converse. "And all the primary colors while I'm at it. Oh. I definitely can't forget to get a transparent white and an opaque. I should write this down."

Instead she grabbed the checkered print Louis Vuitton tote her father had gotten her for their last Christmas together. She remembered how he told her, right before she opened the gift, that all the girls in Manhattan had one and thought she would wanted one too. Eleanor hadn't used the purse until she found it while going through the things in her bedroom. An untouched Louis Vuitton sitting in her room for the past six years, she was sure that all the fashionitas in the world would have killed her, especially if they saw the large splotch of white paint that covered a corner of the purse.

* * *

Eleanor hummed to herself as the cashier handed her bag and beamed at her. The girl was a perky blond and Eleanor couldn't help but smile back. "Thanks for shopping at Pearl Paint. We hope you have a nice day."

"You too." Eleanor replied back politely before exiting the art supplies with her materials in her tow. It had been so long since Eleanor had taken the time to take a stroll in New York City that she had also forgotten how busy and packed the city was. Looking down at her watch she read the time, 4:08 PM. It had taken nearly an hour for her to get everything she needed, but then again, she had a few extra unplanned materials in her bag as well as a bar of chocolate.

"Hey Eleanor."

"Bloody hell!" Eleanor screeched, causing people to stare at the two suspiciously. "Uncle Phil! Where - how - never mind. I don't even want to know."

"Bloody hell?" Uncle Phil questioned, amusement clearly written on his face as he watched Eleanor place a hand over her heart. She chose to ignore her Uncle's mockery, he knowing full well that she had lived in London for almost two years.

Eleanor just rolled her eyes. "I didn't think you would come running after me Uncle Phil." She said cheekily. "We haven't seen each other, in what? Two weeks?"

"I'm here on official business." Eleanor stared blankly at her Uncle who motioned for her to walk with him towards the cafe down the street.

"Already?" Phil nodded his head.

"Yes. Fury has given me my first mission." Phil sat down at one the cafe's table and Eleanor sat across from him.

"What would you like?" The waitress immediately asked them when they were both seated.

She opened her mouth to answer and was pleasantly surprised when her Uncle ordered for her. "A black coffee and a hot chocolate."

"Coming right out, sir."

"You remembered." Eleanor commented with a fond smile.

"I never forgot." Coulson remarked smugly. "You did always love chocolate."

She laughed. "And I still do."

"Do you still have to drink hot chocolate before going to bed?" Phil wondered curiously with a small smirk.

"Maybe." Eleanor said slowly causing Phil to laugh.

Eleanor started. "Well? What's your mission?"

"My mission is to convince you to join the Avengers."

"I can't believe Fury gave you a - " Eleanor paused. "What?"

"Here's your coffee and hot chocolate. Is there anything else?" The waitress asked with a smile.

"No, we're fine." Coulson answered again, looking at his dumbfounded niece. The waitress just nodded her head before going over to clean up the table an aisle over.

"Will you join the Avengers?" He probed again once the waitress was out of hearing distance and he watched the bewildered look on his niece's face disappear.

Without missing a beat, she answered. "No."

"We need you." Phil urged.

"No." Eleanor said again as she took a sip from her mug.

"Please, just hear me out." Phil begged.

She sighed. "Fine. What's the ultimatum?"

Phil Coulson got into his SHIELD Agent mode and began. "You will not be considered SHIELD's property." He started out slow and sped up when Eleanor nodded in understanding. "You will be given a bedroom and a room to paint in at the Stark Tower. You Avengers at anytime you want."

"They think I'm a freak." Eleanor stated matter-of-factly.

Coulson shook his head, "No they do not. I took care of it."

She smiled at her Uncle thankfully before adding seriously. "I'm still not joining the Team."

"Fury thinks you would be a great addition to the Avengers in helping them deal with the strange creatures that have been popping up as well as finding out what's behind them."

"What do _you_ think Uncle Phil?" Eleanor challenged.

Phil hesitated. "I think - "

"You don't have to answer that Phil." She smirked. "It was a trick question."

"Will you join - "

"No." She answered almost pleasantly, taking another sip from her mug.

"Eleanor - "

"No. Uncle Phil." Eleanor sighed placing her cup back down. "There was a reason why I left Institute - why I left the X-Men. I wasn't cut out to be an X-Men."

"But what about an Avenger?" Phil asked hopefully.

Eleanor snorted. "I'm just not cut out to be a hero Uncle Phil. I'm an artist who wants to paint."

"You have a gift, Norie." Eleanor breathed in deeply when Phil used her nickname that she had long forgotten that was only ever used by her parents. Eleanor silently clenched her hands in her lap, Phil's words echoing the words of her late father.

"I didn't ask for this _gift_ Phil." Eleanor told him bitterly. "Sure, I spent some time fighting crime alongside the X-Men but I left that, remember? I don't plan on going back." Eleanor slowly grabbed her bags that sat on the ground behind her chair. "I should get - "

"Eleanor, please." Phil begged, motioning the girl to sit back down. Eleanor couldn't help but wonder why her Uncle was so desperate to get her to join the Avengers. He had never had to beg her for anything for her. Nodding her head she dropped her bags back on the ground and looked at her Uncle expectantly. Phil leaned in, "We have intel that whoever has been attacking civilians has also been keeping a close watch on you."

Phil gave Eleanor a moment to let the information to sink in before continuing. "I would feel much safer if you joined the Avengers and stayed at the Tower. You would only have to go on a few missions." Eleanor opened her mouth to protest but Phil cut her off. "We don't know how dangerous the threat is and you could leave the Team whenever you wanted Eleanor. Please."

Eleanor gave a resignation sigh before nodding her head slowly. "Fine, Uncle Phil. Only to make you feel at ease."

"Excellent." Phil beamed. "I'll come by your apartment in a few days to debrief you."

She sighed again before grabbing her bags. "Would you like to join me for dinner at the house tonight?"

"I would love to." Phil nodded standing up as well. "Oh, I might have invited the Avengers over for dinner this Friday night."

"You didn't." Eleanor groaned as she threw her tote over her shoulder.

Phil gave her look. "You should really think about investing in clean clothes."

"You're an arse Uncle Phil and you're going to help me cook Friday night."

* * *

"Now that you have been debrief, welcome to the Avengers." Phil concluded with a grin.

"I need a drink." Eleanor murmured as she started to walk into the kitchen.

"No you don't." Phil reprimanded. "The Avengers will be coming over in a few hours and you have dinner to prepare."

Eleanor looked at her Uncle with a smirk.

"We already pre-made everything and it's sitting the freezer just - " she handed him a piece of paper.

"We?" Phil inquired.

Eleanor just nodded her head not bothering to look ashamed. "Well, Alice was over yesterday - "

"Alice?"

"Blimey. Quit interrupting." Eleanor teased and Phil rolled his eyes at her. "Alice is the maid who's been cleaning the house." She explained. "Anyways, I asked Alice, after she was done cleaning of course, if she could help me prepare something for tonight."

"What's this?" Phip lifted up the piece of paper she handed to him glancing down at it.

"Those are instructions." Phil opened his mouth but was cut off. "You will prepare dinner while I shower and change."

Phil opened his mouth to protest but Eleanor just shoved an apron in his hand. "Don't worry Uncle Phil. I made sure the instructions were clear. All you need to do is pre heat the oven and shove stuff in it, simple enough for even a SHIELD Agent to figure out."

Phil glared. "Just go. I can handle this."

"Since you insist!" Eleanor beamed. "I'm counting on you, Agent Coulson." She called, as she walked up the stairs.

"Why couldn't I have been an Uncle to different child?" He murmured.

"I heard that!"

"Damn muntant." He raised his voice.

"Love you too! "

* * *

"How do I look?"

Eleanor appeared in the kitchen wearing a black laced dress singlet that wasn't skin tight but showed off what little curves she had. Eleanor was a thin girl weighing at one hundred and fifteen pounds, but she was proud to be a B cup size and have somewhat of an ass, even though it didn't quite match up to a certain red head Russian.

"You look grown up." Phil commented noting that his niece was indeed wearing light make up that she did nothing with her hair that rest on the small of her back in loose curls like it usually did.

"Wonderful." Eleanor looked around the kitchen seeing the white chicken meat on the counter. "Nothing looks or smell burnt. Excellent job Phil."

"I know how to follow instructions Eleanor. " Phil sighed. "We should set the table. The Avengers will be here soon."

Eleanor nodded her head as she held open the door that connected the kitchen and the dining room. "Don't worry, I got this Phil." Lifting her free hand up into the air, brows knitted in concentration, plates and forks, knives and spoons, napkins and glasses began floating out of their cabinets and into the dining room. Phil watched the not set table mildly impressed with a hint of disapproval.

"Was that really necessary?" He asked.

"The table's set." Eleanor grinned childishly.

Phil sighed. "I told the team you didn't use your powers for your own personal gain."

"And I didn't." She explained. Still holding the door open and waving a hand, the two large plates of chicken, salads, bread, rice, beans, and an assortment of side dishes and sauce floated onto the dining table. "I am setting the table so the Team and you can eat."

Phil just rolled his eyes not convinced. "You and Stark are going to get along just fine."

Eleanor scoffed. "He's too flashy. I prefer to be low key."

_Ding dong._

_Dong. Dong. Dong._

The door bell went off right at the same time the grandfather clock in the living room stroked seven.

"That clock still works?" Phil wondered out loud and Eleanor had a fond look in her eyes.

"That must be them!" Eleanor exclaimed as she hurriedly walked towards the door "Do you think they'll like me?"

"Of course." Phil comforted shortly. "Now answer the door."

Phil watched as his niece took in a deep breath before opening the door, a large smile on her face. "Welcome! Come on in."

"Thank you ma'am." Steve was the first to step inside the townhouse followed by Bruce, the two agents, and then Tony.

"Thanks for having us for dinner." Bruce thanked as Phil and Eleanor shook their hands as they entered.

"Didn't think you'll be here Coulson." Barton greeted.

"I am the Avengers consultant." He reminded.

"Nice place you got here." Stark looked around the foyer appreciatively.

"Thanks. It's my father's" Eleanor smiled. "I love your dress Natasha."

The Russian woman just nodded her head as she took in her surroundings.

"Oh? Will your dad be joining is for dinner?" Bruce asked anxiously.

Eleanor laughed as she motioned her guests to follow her. "Oh I hope not. He's been dead for years."

"We're so sorry - " Steve sputtered out immediately but Eleanor just waved her hand.

"It's dandy." She smiled softly at the Avengers.

Stark commented, "I didn't know you had a brother Phil."

"I don't." Phil replied. "I had a sister."

"Had?" Natasha questioned.

"My mother passed when I was five." Eleanor responded before quickly recovering. "This is the living room."

She motioned to the large room that had a fire place, couches and sofas, a grand piano, a large television screen as well as a bar and a few shelves with an assortment of books, knick knacks, and pictures. The kitchen and the living were blended together so the Avengers could see the dirty dishes that sat in the sink. Eleanor pushed a door opened, "Dinner is served."

* * *

Eleanor sat at the head of the table with Phil on her right and Steve on her left. The dinner had been going quite well with friendly conversation and the team and her trying to get to know one another. Eleanor had gotten up to go get desert, apple pie. Passing the slice around the table, Phil shot her a supportive smile.

"So, Eleanor..." Bruce started slowly. "Are you -"

"Reading your minds right now?" Eleanor held back a laugh as the team stiffened but coughed instead when Phil glared. "Yes and no."

"Oh! Guess what number I'm thinking of right now." Tony asked, looking at the girl intensely. "From 1 to infinity."

"Um, 3?" Eleanor guessed hopefully.

Tony made the noise that was on game shows when someone got the answer wrong to let everyone in the room know she had guessed incorrectly. "Wrong! Want to try again two thousand? I thought you would be good at this."

She explained, "I don't read people's thoughts without their approval nor will I go into someone's mind unwilling. However, someone's immediate thought such as your question to me just now, is... oh, what are the words am I looking for Phil? "

Phil sighed. "Someone's immediate thoughts are easier for her to read. If she isn't careful enough or focused, their immediate thoughts get transferred to her without her wanting to."

"Wow Uncle Phil. Those are the exact Charles used when he was explaining my powers to you." Eleanor looked at her Uncle, impressed.

"Yet you couldn't say them yourself." Phil teased.

Eleanor shrugged her shoulders. "It sounded better coming from you anyways." Eleanor turned her attention back to the Team. "Professor Xavier and I have similar powers so he taught me everything I know." Eleanor explained. "So, all in all, I will never willingly probe around into someone's mind unless the occasion calls for it or I get permission."

"Why would someone ever give permission to have their minds messed with? " Barton snarled. Eleanor was glad that Phil had debrief earlier that day, if she hadn't known that Loki had taken over Clint's mind she wouldn't have felt the sympathy she felt now.

"Well," she started. "If someone is in a coma I can help them come out of it. Or if someone has been having reoccurring nightmares I can either make them never have that dream again or find out what it causing that nightmare. If something traumatic has happened, I can make someone forget it completely or overcome it."

"That's - " Steve started.

"Impressive." Tony finished for him looking at the girl intensely. "You can make a living out of that! "

"Why don't you?" Bruce wondered, looking curious.

Eleanor shrugged her shoulders. "I'm a mutant and not many people have a good view on us. I would be shunned, arrested, killed before I could help anyone."

The room became silent after that comment and Natasha seem to look at the girl more softly than she had before. Barton looked down at his apple pie while Tony looked to be mulling over her words before breaking the silence. It was Steve who broke the silence. "This apple pie tastes amazing."

"Thank you!" Eleanor beamed, turning to Phil. "It's a Coulson family recipe."

"I didn't know you baked Coulson."

Phil glared at Tony. "I don't."

Eleanor rolled her eyes, lifting her empty plate and slowly began collecting a few of the empty plates that littered the table. "Don't let him fool you. Phil makes a mean white chocolate macadamia nut cookies."

"Oh really?" Natasha had an amused smile on her face and Barton grinned from next to her.

"Let me help you." Steve offered, standing up and grabbing a few of the plates Elenaor didn't pick up.

"Thank you Steve." Eleanor gave Steve a grateful look and motion him to follow her into the kitchen. Before she was able to enter the kitchen a small crash was heard and all the Avengers at the table immediately perked up and turned their attention to Eleanor who was kneeling on the ground with her head clutching her head.

"Eleanor." Phil was the first one besides his niece, Steve standing off to the side, unsure of what to do his hands full of plates. "Are you okay?"

"Charles?" She asked out loud to no one in particular, raising her head but her hand never leaving her head.

"Did something happen to Xavier?" Phil asked concerned helping Eleanor stand to her feet, the broken plates left ignored on the floor.

Eleanor just nodded her head a grimace on her face as she let go of her head. "Sorry." She apologized to her house guests who looked at her with mixed expressions. "I need to make a quick phone call. Will you entertain them?"

Phil just nodded his head slowly as he bent over to pick up the broken pieces Eleanor had dropped. She only shook her head and waved her hand over the broken pieces and watched as the door to the kitchen opened and the broken china floated into the kitchen. She took the plates that Steve was holding before leaving the presence of the Avengers and Phil.

"That was impressive." Bruce mentioned. "Does she use her powers often?"

Phil hesitated a moment before shaking her head. "She rarely uses her powers. Sometimes she even forgets she has them."

"Her telepathic skills sound useful." Natasha commented.

"Who was she talking about?" Steve asked curiously as he took his seat back at the dining table.

"Charles Xavier is the founder of the Xavier Institute. It's a school where mutants go to learn how to control their abilities." Phil explained. "He's also Eleanor's mentor, seeing how they have similar gifts Xavier worked a lot with Eleanor to get her abilities under control."

"She seems nice." Natasha was the first to comment to break the comfortable silence that they had fallen into for a few minutes and Bruce nodded in agreement.

Phil gave Natasha a meaningful look. "I appreciate that you all are making an effort."

Steve nodded his head. "She's part of the team now."

"She means a lot to you." Barton spoke up.

Phil smiled with a look of nostalgia. "She's the only family I have and I'm the only family she has."

The team looked thoughtful for a moment. "That's all mushy and stuff Coulson but the important question is: is she available?"

The team seemed to groan simultaneously, already used to Tony's actions. Steve started, "Tony don't you ever grow up?"

"Aren't you and Pepper still together?" Natasha eyed the playboy.

"Yes. But I can still ask if she's available." Tony said defensively. "Maybe Bruce over here – " Tony nudged Bruce in the side suggestively.

"I'm like twenty years her senior Tony." Bruce shook his head.

"And?" Tony probed.

"I'm not interested." Bruce answered and Tony huffed.

Eleanor abruptly entered the room, her face pale and they all looked at her anxiously. Uncle Phil carefully walked over to his niece, asking her gently. "What hap -"

"The Institute was attacked by those creatures." Eleanor said with a pained, almost guilty, look. "Charles was severely injured. It seemed that the creatures were targeting him." Eleanor shook her head when Phil tried to interrupt her. "Logan says things have been taken care of and Charles is recovering. Logan doesn't want me going to the Institute in case..." Eleanor's words drifted and she knew everyone completed had completed the sentence for her, _'In case they are after me.'_

Silence followed after, the Avengers not knowing what to say as Phil helped the shaken girl into her seat at the dining table.

"You should come stay at my place tonight," Phil suggested. "You'll be a lot safe there rather than out here alone."

"Why don't you move into the Tower tonight?" Tony asked nonchalant, his eyes looking down at his Stark phone as he was tapping away. "Pepper says everything is ready anyways." Tony just shrugged his shoulders and Eleanor looked at him thankfully.

"That's actually a brilliant idea Tony." Bruce looked at his friend with a stun look.

"I'm not a billionaire just because of my dashing looks." Tony smirked.

"But my paintings." Eleanor responded straightforwardly, with more concern for her paintings then her own well-being.

Phil scoffed. "You would be more concern about your paintings than your own well-being." Eleanor glared at her Uncle who only lifted his hands up in resignation. "We'll help you pack."

* * *

**A/N**: Hope you enjoyed! Please leave reviews!


	3. Chapter Three: Allegory of Decay

**Disclaimer**: I do not own the _Avengers_,_ X-Men_ or anything Marvel.

**Rated**: T for Mild Language, Mild Violence, and Minor Suggestive Adult themes.

**Full Summary**: A young genius painter who wanted to paint the world but her gifts made her someone, forcing her to be hero she never wanted to be. Thrusts into the Avengers, Phil Coulson's niece finds the grey in their black-and-white world and discovers she's not cut out to be a hero. The Avengers try to salvage what is left of humanity as the world begins to crumble at the hands of bloodthirsty creatures causing humans to fall and others to morph into monsters. Eleanor Grey struggles between becoming the hero the Avengers want her to be and the hero the world needs her to be. She has a choice: die a hero or die a monster?

**Pairings**: Steve/OC. Pepper/Tony.

**Author's Note**: Enjoy and please leave reviews! I am a counselor for a transition camp for my school and I will be busy these next couple weeks with camp, moving in, and getting ready for school and what not so I am going to try to update as much as I can before I get too busy!

* * *

**Chapter Three: Allegory of Decay**

"I thought your room would be more girly." Natasha commented as she sat in the love seat in Eleanor's room watching the girl place some girls into her suitcase.

Eleanor just laughed, "I'm an artist Natasha, I color _outside_ the lines. I am not restrained by the social norms."

The spy looked at the girl with a blank look. "You have pink walls."

"I was _six_." Eleanor explained exasperatedly. "Why are you all up here anyways?" Eleanor said with a little bit of annoyance in her voice, looking over at the other members of the Avengers that were spread out in her bedroom. "I thought I said you all could wait in the living room."

Tony shrugged his shoulders as he was sprawled across Eleanor's bed. "We got bored."

"Where's Steve?" Bruce asked having come out of the bathroom and entered Eleanor's living quarters.

"He and Phil are upstairs getting some of my art supplies together. The movers should be here in the morning to collect them." Eleanor replied flicking her wrist and Bruce watched amazed as the large suitcase carried itself down the hall and down the stairs. Eleanor motioned for them to follow her and lead her up the stairs.

"How many floors does this place have?" Barton asked out loud.

"Five if you count the lower level." Eleanor answered and Barton whistled impressed. As she stepped into her art studio she motioned with a large grin, "This is where the magic happens."

Steve coughed embarrassed and Phil rolled her eyes. "She means this is where her art happens."

Eleanor shrugged her shoulders and jokingly said, "As far as you know." Eleanor paused before pointedly looking at the team and said sternly. "You can look at the art but do not touch."

Taking a few steps into the center she coughed lightly and Phil looked at her expectantly. "You barely packed anything."

He frowned. "We're not all gifted with the ability to - "

"But I am." Eleanor beamed. "Stand back Uncle Phil." She lifted a hand up in the air as her brows knitted in concentration.

Steve watched on awe as the tubes of paints started gathering itself in a plastic box and other materials started to place themselves in their designated locations. Blank canvases started floating down the stairs as well as the boxes filled with art supplies. The completed paintings left untouched in their location with his teammates more interested with the girl's abilities to move objects than her paintings. Steve watched as the girl who was only three years younger than he, not counting the time he spent as what Tony referred to as a "capsicle," clap her hands. "All done."

_Ring. Ring._

Phil Coulson lifted his phone and Eleanor gave him a look to which he answered, "Fury."

Eleanor's blue eyes narrowed and she mouthed to her Uncle, "What does he want?"

Phil just shook his head, speaking into the phone. "Got it." Phil nodded his head even though the person on the other line wasn't able to see him, hanging up the phone he looked up at the the Avengers who looked at him curiously.

"What did Fury want?" Natasha asked going into Agent mode.

"Fury just wants to see me first thing in the morning." Phil replied stoically.

She frowned. "Fury is such a slave-driver." She muttered under her breath grabbing a tarp from the table and throwing it over a few paintings.

"Finally!" Tony exclaimed relieved. "Someone else who thinks Fury has a stick up his ass."

"Hey! Don't touch!" Eleanor yelled swatting Steve's hand from the painting she had gone out of the way to buy more red paint for.

Steve looked sheepishly. "Sorry."

Eleanor was lost in her own world, standing in front of her painting her fingers lightly touching the painted canvas. Steve watched the girl curiously and noticed how gently she touched the canvas. Her fingers stroked the canvas tenderly but with purpose. Captain America had always sketched and doodle for fun, but watching her inspect her painting with such concentration, he couldn't help but think of Phil's words about her weren't accurate enough. It seemed to him that painting was her life. Steve couldn't help but wonder how the newest addition to the Avengers would do.

* * *

Eleanor had decided that Pepper Potts was a miracle worker. She had been at the Tower for almost two weeks and she was finally and officially all moved in her, her art things included. Phil had told her how Pepper made sure the room that was now considered her "art studio" had large, floor to ceiling double doors for her larger art pieces. Right next to her art studio was her bedroom to the left and the gym to her right followed by Steve Rogers' room. Her Uncle apparently also had a room at the Tower in case he ever needed space away from SHIELD. Pepper was convinced that Phil would use the spare room one day.

Since she had arrived at the Tower it had seem to become a rule that under no circumstances that she, Eleanor Grey, was allowed to leave the Tower unaccompanied. Steve mostly kept her company seeing how most of the Avengers were preoccupied with their assignments (Clint and Natasha) or stuck in their labs (Bruce and Tony) or force to answer Fury's every beck and call (Phil). Eleanor had also made it a point to point out that she didn't need a babysitter and that Steve was only three years older than she was and then she proceeded to tell Steve that she appreciated him, but she didn't appreciate him following her out into the city.

"Do you know how to text?" Eleanor asked out of the blue looking at Steve with a gentle look, urging him to divulge more personal information about himself. Eleanor had made it her personal mission to teach Steve at least one new thing every day after finding out that Steve although have been caught up on some aspects of the world, was still sadly behind.

Steve sputtered, looking embarrassed. "I've tried a few times but - "

"You haven't gotten the hang out of it." Eleanor finished for him. "Well, would you like to learn?"

"You'll show me?" Steve asked bewildered as he pulled out the Stark-issued phone from his pocket.

"You need to catch up with the times." Eleanor simply shrugged her shoulders. "And while I'm under house arrest I might as well help you."

* * *

"Like that?"

"No. Try this."

"Is this - "

"Yes! Right there!"

"I did it!"

"Don't stop, we're almost done!"

"I did it!"

"Good job Steve."

Bruce was surprised at how well the girl blended in with their group of misfits. Rather, if it wasn't for Phil's threats and death glares that he sent the Avengers whenever he thought they weren't treating his niece right, Bruce was almost sure that Eleanor wouldn't have blended with the Team as nicely as she did. Phil gave them the push they needed to get along.

"What are you guys doing?" Bruce asked amusedly, an brow arch as he watched Steve and Eleanor both hovering over Steve's Stark phone.

Steve looked up as if he was caught with his hand in the cookie jar while Eleanor beamed a bright smile at him. "Eleanor was just teaching me how to text and use my phone properly."

"We even downloaded some apps." Eleanor exclaimed with a proud look at teaching the Captain America something useful. "Try sending Bruce a text Steve." Eleanor probed.

Steve just nodded his head before ducking his head and tapping away at the cell phone and Bruce felt his phone vibrate in his pocket. Bruce pulled out his phone and both Steve and Eleanor gave him an expectant look, as he read out loud Steve's text to him. _"Hello Bruce. This is Steve Rogers."_ Bruce grinned at the two. "Good job Steve."

"Eleanor said she'll teach me how to use the laptop tomorrow." Steve smiled before standing up from his spot at the kitchen counter where they had been sitting all morning. "I'm going to head to the gym for a bit." Steve said and Eleanor just nodded her head, her blue eyes carefully following Steve's form as he exited their presence through the elevator.

"That's nice of you." Bruce commented out loud, pouring himself a cup of coffee his eyes landing on the girl who shot him a quizzical look. "For helping Steve."

Eleanor just shrugged her shoulders casually, a light pink appearing on her cheeks. "It's nothing really."

Bruce smiled knowingly. "How do you like living in the Tower so far?"

"It's great. You all have been so welcoming." Eleanor smiled and Bruce made it a point not to think about Phil's threat. "Oh, I actually have a question for you."

"Shoot." Bruce replied, expecting the question to be quite simple but he was shocked when the girl threw him a question that he was unprepared for.

"I was thinking about Bohr's Copenhangen Interpretation when I was painting this pattern that made me think of him, anyways, I was just wondering if - "

"You know Bohr's theory?" Bruce questioned with a bewildered look on his face.

Eleanor stared blankly at the Doctor before smiling amusedly. "Of course, Dr. Banner." Tapping the side of her head, she explained. "Photographic memory."

Banner stared at the girl curiously. "Is it because of your telepathy?"

She looked thoughtful for a moment before answering. "Charles - Dr. Xavier - seems to think so. He too, has the same ability."

Bruce just nodded his head, wondering if Eleanor would explain about her powers to him if she asked. "What were you saying about Bohr's theory?"

Eleanor perked up, her hands moving in front of her as she spoke. "Well, Dr. Banner - "

"Call me Bruce, please." Bruce Banner smiled at the younger girl fondly when he noticed the meaningful look she gave him. Bruce always felt exhilarated to be talking about science back before he could turn into the Other Guy, but being able to talk freely to another person without striking fear in them was refreshing.

"Bohr's Copenhangen Interpretation is proven through the Double Slit Experiment but I was thinking that - "

Tony entered the kitchen with a loud groan, immediately pouring himself a cup of coffee as he entered. "Quantum physics so early in the morning?"

"It's 2 PM Tony." Bruce reminded with a sigh.

"So what were you saying about Bohr's theory?" Tony asked as he leaned on the kitchen counter.

"I wasn't." Bruce said, nodding his head in Eleanor's direction. "She was."

"You know Quantum physics?" Tony asked with an arched brow, not convinced.

Eleanor just rolled her eyes and tapped the side of her head. "Photographic memory." She said, as if it explained everything. "Plus, I like to read."

* * *

"Slowly, slowly." Tony muttered from under his breath as Eleanor's head was duck her fingers curled around the metal rod before gently zapping the wires together. "Perfect!" Tony exclaimed spinning around in his chair before standing up. "I think this calls for a drink!"

Bruce rolled his eyes. "Tony, we barely got started."

Eleanor didn't bother to lift her head up and waved a free hand in the air. "It's fine Bruce. It shouldn't take me too long. I just need to rewire the stabilizer, level the energy balances, and - "

"Yeah, yeah, yeah." Tony waved handing Bruce a glass of scotch and lifting Eleanor out of her seat, making her drop the metal rod on the ground.

"Hey - "

"Here's your drink mind-reader."

Eleanor rolled her eyes. "Thanks Tin Man." She said dryly.

"My suit is made of - " Tony started after taking a swig from his drink.

"Gold-titanium alloy." Eleanor and Bruce finished simultaneously, shooting each other a grin. "We know."

Tony grabbed Bruce by the arm, glaring at Eleanor. "You can't have him. He's _my_ science bro!"

"Sir," Jarvis interrupted. "Agent Coulson has an urgent message to share with the Avengers. He is to arrive in fifteen minutes."

Tony waved his hand in the air in the circle. "Rally the Team up in the living room Jarvis."

"Right away sir." Jarvis replied.

"Did Coulson say anything to you?" Tony asked, pointing a wrench at Eleanor who stared at the billionaire blankly.

"Why do you think Phil tells me everything?" Eleanor asked exasperated and Tony just shot her a look and she lips twitched upwards into a small smile. "Okay, so he does. But no, I don't know what he wants."

"If the girl doesn't know - " Tony started.

"I have a name." She murmured.

"Then it must be serious." He finished gulping down the rest of his scotch. "Guess our playtime in the lab is over kiddos."

The threesome walked up the stairs and out of Tony and Bruce's conjoined lab, joining the rest of the team upstairs. Eleanor looked over at Tony, "Do you think if I alter the energy levels to match - "

"The frequency of the blasters?" Tony finished for her with a large grin on his face. "Why I didn't think of that before."

Eleanor rolled her eyes, whispering to Bruce. "Are we sure _he_ isn't the mind reading?"

Natasha, Clint, and Steve were all lounging on the large sofa in the living room on the Avengers main level where the television was set the local New York news station. Natasha threw the threesome a look as they appeared out of the lab together, her eyebrows raised. "Did you all just come out of the lab?"

"Yes. We were working on - " Bruce started but was interrupted by Tony hushing him.

"It's a _secret_ project Bruce!" He explained with a sigh. "Emphasis on the _secret_."

Bruce rolled his eyes. "We're just working on upgrading his Suit."

Tony threw his hands up. "You broke the code!" Bruce just ignored him.

"Was Eleanor down there with you?" Clint asked with surprised laced in his words.

Bruce nodded his head, taking a seat on the chair adjacent to the sofa. "She was helping us with the project."

"Helping?" Steve inquired curiously.

Eleanor took a seat next to Steve peering at the cell phone that was in his hands. Tony held a cup of coffee in his hand as he took the seat across from Bruce answering enthusiastically. "Yeah. She forgot to mention that she uses her photographic memory to study quantum physics and genetics."

"Why genetics?" Clint had his face twisted in a look that yelled that he didn't understand why someone would indulge themselves in the subject.

She shrugged her shoulders and explained. "I'm a mutant because of my genes. In turn, I'm interested in figuring out the genetics of humans."

"That makes sense." Natasha nodded her head.

Barton groaned as he looked down at his phone. "Steve, would you stop texting me already?"

"When did Spangles learn how to use a phone?"

"Eleanor taught me." Steve shot a glare at Tony.

_Ding_.

From the elevator appeared Phil Coulson who had his usual calm expression but his lips were curled in such a way that screamed urgent news. Tony stood up greeting the SHIELD Agent and Coulson silently handed Tony the tablet in his hands before making his way over to the Avengers. Eleanor stood up briefly to give her Uncle a quick kiss on the cheek before seating down, waiting to see how her first meeting as an Avenger was going to be like.

"As you know there have been these bat-like creatures appearing across the world." Phil started slowly. Tony stood beside Phil, his head duck and looking at the tablet in his hands, his eyes moving across the screen.

Steve nodded his head. "Yeah. We've faced a few. Are they still more popping up?"

Phil hesitated for a moment before answering grimly. "There are_ a lot _more than we have anticipated and they seem to be increasing in numbers. We were able to get a specific energy read on them so we can spot them from anywhere in the world. We seem have a bigger problem to worry about than stopping the creatures."

Tony walked towards a small podium off to the side before inserting the tablet into the podium and immediately what was on the screen on the tablet appeared in front of them. What didn't fit on the television screen appeared in a holographic form in front of them. It was unlike anything Eleanor had ever seen before.

"The creatures seem to be able to have the ability to transform some of the humans that don't die from the attack into creatures as well." Phil finished, letting the members of the team slowly process the information in their heads. "Stark, would you mind pulling up just the video of the attack in Austria?"

With a few taps on the tablet, all the other screens disappeared and what appeared on the television screen started off rocky, as if someone was recording the whole incident. There were screams being heard in the background as well as sirens. Eleanor's blue eyes widen when she saw the bat-like creature appeared on the screen and looked to be approaching a crying girl on the ground.

Eleanor had never been prone to watching the news and never saw a live feed of these creatures in action; she had read news articles and saw pictures in the newspaper but nothing like this before. She watched in shock as the monster ripped a girl's head off and blood erupted, like water gushing out of a fire hydrant. Her stomach turned when the creature attacked a boy, but instead of watching the boy die, her blue eyes widen when the boy began to scream in horror. The boy's arm began to shift and his body slowly began to morph into one of those creatures.

Eleanor felt a pounding in her head as the boy-turned-monster with glowing red eyes approached whoever was holding the camera and Eleanor had to blink several times as the image of the monster flickered several times to the boy she had just seen. The last thing she saw was not the monster attacking the camera, but the pained look on the boy's face. The pounding in her head disappeared and all that was left was a dull pain. Her blue eyes glanced at her teammates but their reactions were not what she expected.

The words flew out of her mouth before she could think. "The boy looked to be in pain."

"What?" Natasha asked not understanding.

Eleanor bit the bottom of her lip. "When he attacked the camera."

"You mean the creature that the boy turned into?" Clint looked at her strangely.

She shook her head and insisted. "No." The image of the creature flickering into the image of the boy imbedded in her mind. "Didn't you see? At the end of the clip, it was the _human_ boy who attacked the camera."

"No." Phil said slowly and carefully. "It was the bat-like creature that did."

"Play it again." Eleanor pushed and the clip rolled again. This time however, when the boy changed into the creature, the images no longer flickered into the boy she had seen earlier before attacking the camera. "Play it again." She insisted.

"Are you feeling okay Ellie?" Phil asked concerned and Eleanor abruptly stood up.

"I'm fine." Eleanor replied coldly. "Just play it again." Again, Eleanor did not see the image of the creature flickering in and out of the image of the boy that she had seen the first time she saw the clips. Blinking a few times she sat back down defeated a hand to her head, as the pounding in her head disappeared again when the clipped rolled only leaving a dull pain behind.

"What are those things?" Eleanor asked exhaustively.

"We don't know." Phil answered mournfully. "We don't know where they came from or how to change the turned humans back. All we know that it takes a great deal of effort to defeat them. SHIELD is trying to make weapons that will make it easier for enforcement to take down these creatures, but we haven't gotten too far in our research."

"Are you okay Eleanor?" Steve asked from beside her with worry evident in his eyes.

"The boy knew." Eleanor replied as she ducked her head into her hands.

"What did he know?" Bruce urged the girl gently.

"The boy knew he turned into a monster." She explained, her head still duck in her hands. The images of the clip rolling through her mind: The blood rushing out of the girl's head, the boy's painful morph and the look in the boy's eyes as he attacked and the glowing red eyes. "The boy knew what he turned into, but he couldn't control himself."

"How do you know - " Barton was interrupted.

"I just know." Eleanor's voice was slightly pained with a hint of desperation for them to believe her. She said again, barely above a whisper. "I just know."

* * *

**A/N:** Starting Monday, I won't have access to the Internet for at least two weeks! So, I am going to try to update everyday this week before I go on a temporary hiatus. The place I'm moving into doesn't have internet so I have to wait until my roomies come into town so we can decide what provider and all that ish. I promise though, once I have internet I will update! Reviews are much appreciated until then!


	4. Chapter Four: The Art of Suffering

**Full Summary**: A young genius painter who wanted to paint the world but her gifts made her someone, forcing her to be hero she never wanted to be. Thrusts into the Avengers, Phil Coulson's niece finds the grey in their black-and-white world and discovers she's not cut out to be a hero. The Avengers try to salvage what is left of humanity as the world begins to crumble at the hands of bloodthirsty creatures causing humans to fall and others to morph into monsters. Eleanor Grey struggles between becoming the hero the Avengers want her to be and the hero the world needs her to be. She has a choice: die a hero or die a monster?

**Pairings**: Steve/OC. Pepper/Tony.

**Author's Note**: Enjoy! Action in the next chapter! We see a glimpse of Eleanor's power in this Chapter! Sorry this chapter is pretty short, I'm kind of lacking in the creativity department right now. Please leave reviews!

* * *

**Chapter Four: The Art of Suffering**

She had locked herself up in her studio for two days after her first meeting with the Avengers. Steve had been the first to knock on her door, asking if she was alright and that she had missed another meal. Eleanor was grateful for Steve leaving a plate of dinner in front of her art studio before heading off to bed on the same floor she was on.

Next to come at her door was Bruce, who had brought along sandwiches for lunch and said that he and Tony still needed help; their fingers not as small or nimble as hers but she still hadn't come out of her studio. She had also ignored the kind-hearted Bruce and she felt his disappointment as he walked away. Her telepathy seemed to be on high alert while the pounding in her head was gone; the images of bat-like creature consuming the boy still hadn't shaken from her mind. Eleanor had to concentrate to make sure the thoughts of the others in the Tower weren't creeping into her own mind. She had accidentally heard the Avengers speaking of the attack at the Institute and what might have caused the creatures appear.

Standing up from the unfinished painting in front of her, Eleanor moved on to a much larger canvas leaning against the wall. Grabbing paint and brushes and a palette from the table she attacked the white canvas with different shades of grey as if her life depended on it. Closing her eyes briefly she breathed in the room that smelled of oil paints, the smell all too familiar to her. Eleanor squeezed several different colors on her palette and had two brushes behind both of her ears with a palette knife in her hand as she smeared a pale yellow onto the canvas.

Her bright blue eyes were going in and out of focus as she painted, switching her tools every now and then and not caring how much paint splattered onto her white shirt, porcelain face, or dark brown hair. Eleanor continued to paint, her long, straight hair occasionally dipping into the paint that was on her palette. Every stroke was deliberate and quick, like an assassin on a mission to kill, her brush was her weapon and she was lethal with it. Long forgotten were her painting utensils that lay by the floor as she held the painting knife in her hand, with her body naturally and instinctively leaning towards the canvas. The scalpel was covered in a warm red color as she smoothed the paint on the canvas.

The boy and the bat-like creature came to life in front of her eyes as she took a step back, wiping the sweat that formed across her forehead. The boy's pained look as his hand stretched towards her and the creature consuming his figure and his mind, his glowing red eyes thirsty for human blood. She found herself stumbling backwards and away from the painting, dropping the painting knife onto the ground as she found herself staring up at the ceiling with a large thump.

"Eleanor? What was that?" It was Steve. She wondered how long he had been at the door calling for her. "I'm coming in." Steve announced with such an authoritative voice, Eleanor thought she was going to see Steve come barging in.

"Just a minute." Eleanor replied hastily as she pulled herself up and her eyes landing on the graphic painting. Lifting a hand up in the air she watched a white piece of cloth gently landing itself over the freshly painted canvas, covering the painting that made her stomach turn. She didn't want anyone to look at it, to see what she saw. What would they think of her if they saw it?

"Steve," She greeted as she opened the door and Steve stepped inside the studio, his own light blue eyes taking in the room. It was the first time Steve had ever stepped foot in her art studio, thinking on it, he didn't think that anyone besides Phil and Pepper had been in Eleanor's art studio here at the Tower. The room smelled heavily of oil paint. "What was that noise?"

Eleanor took a moment to look sheepish. "I accidentally tripped and fell. No biggie."

"Will you be joining the team for dinner?" Steve asked, looking at the girl, hoping she would give something - anything - up. "We're all worried about you."

Nodded her head slowly, she hesitated. "Yeah. I think I will." Eleanor looked away from Steve's gaze. "I didn't mean to make you worry."

Steve smiled gently at the girl. "You still need to show me how to use a laptop."

Eleanor returned Steve's smile, following him out of the room, long forgotten was the painting that was only hidden between a thin layer of cloth as she joined the Avengers at the dinner table.

"Evening." She greeted the Avengers at the table as she took a seat in between Bruce and Steve, her head immediately ducked down to stare at the food on her plate.

"Look who decided to grace us with her presence." Tony drawled with a grin on his face.

"Shut it Stark." Steve shot Tony a glare.

"Been painting?" Clint with his mouth half-full asked.

Eleanor looked up and nodded her head. "Yeah. How'd you know?"

Clint just smirked at the girl and Natasha looked amused. "It's kind of all over your shirt, doll." Tony said with a laugh and Eleanor looked down at her appearance and immediately blushed. When Tony wouldn't stop laughing she grabbed a spoonful of potatoes and flung it at the billionaire. "Hey! This is a - "

"Food fight!" Barton immediately yelled at the sight of the flying potatoes and threw his macaroni and cheese in Natasha's hair. "Oops."

Natasha sent Barton a death glare as she grabbed a chicken leg in one hand. "You're going to get it."

"He's going to get something alright." Tony murmured suggestively, as gravy was poured on the top of his head by a seething Russian. "Alliances are not allowed in a food fight!"

"All's fair in food and war." Barton retaliated as Tony threw a fork at him. "Hey! No utensils!"

"Bruce, join an alliance with me!" Bruce just sighed and shook his head but immediately joined in on the fight when potatoes went flying into his lap, not wanting to miss out on the fun. Eleanor laughed as she ducked underneath the table and Steve did the same.

"Fire away!" Tony gleefully yelled as he launched a mixture of mac-and-cheese and mashed potatoes in the air.

"You're a mess." Steve said, pointing to the gravy that covered half of her fast.

Eleanor just grinned mischievously, shoving her handful of mashed potatoes on Steve's face. "You're the messy one." She squealed as Steve made a reach for her and she yelled out, climbing from out under the table and joining the side of the assassins. "You'll never take me alive Captain!" She said dramatically.

"Okay guys." Captain started in an commanding voice. "We need potatoes in the air, stat."

* * *

It had been two weeks since the food fight incident in the dining room and Pepper had made the clean everything but Tony still somehow hired some maids to clean up the mess and Pepper was not too happy about that. There hadn't been any more news about the creatures and Eleanor was the only Avenger who hadn't been on a mission since Phil had come over to the Tower. The painting Eleanor had painted was still hidden in the very same spot she had left it while she painted other things on other canvases, a clay figure had taken place in the middle of the room and it was a sculpture that was still a work in progress.

The Avengers seemed to have fallen into a routine that included their newest member. Steve was the first to wake, followed by Bruce and then Eleanor. Natasha was always up either before or after Barton and Tony was always the last to arrival at the breakfast table. Eleanor hardly spent any of her time alone, usually spending the first half of the day in the lab with Bruce and Tony whenever they needed her assistant or whenever she found herself bored.

The second part of the afternoon was usually spent with Steve teaching him something or going out into New York City with Steve and showing him something he hadn't seen before. Whenever Eleanor did find time alone she was usually in her studio painting and either Bruce or Steve, and occasionally Tony, would come in and chat with her a bit. She always found it difficult to paint in the company of others and always stopped whenever anyone came in the room and she just didn't have the heart to tell them to leave.

A realization hit Eleanor this morning while eating breakfast alone, wondering where everyone was, she realized that the two SHIELD Agents spent most of their time to themselves and hardly found herself alone in their company, and it was definitely something Eleanor would change. Phil had spoken highly of the two Agents so she knew that there was something more to them then she knew.

"Looks like it's just you and me today, mini-Coulson." Eleanor looked up to see Clint Barton walking into the room. She was currently settled on the floor of the living room, right next to a window looking down at the city, her sketchbook in her lap.

"What?" Eleanor asked confused.

"Steve, Nat, and Stark were all called in for a mission in the middle of the night." Clint explained to the confused girl. He stood over her, his eyes peering down at the three-dimensional like drawing of New York City. His blue eyes peered out the window and looked back at the drawing, her whistled. "You're good."

"Thanks." Eleanor smiled, looking up at Barton. "What about Bruce?"

"He's in the lab." Barton added.

She nodded her head. Closing her notebook and stuck her hand out, looking at Barton expectantly. Without a word, Clint grabbed the girl's hand and helped her up. "When will they be coming back?"

"Later this evening." Clint answered before heading up the stairs but she called after him.

"Where are you going?" Eleanor asked and Clint had a wicked look in his eyes and she regretted having asked.

"Do you want to find out?"

She hesitated for a moment. "Yeah."

"Well, let's go to Narnia mini-Coulson."

* * *

"I thought you said we were going to Narnia." Eleanor huffed as she followed after Clint as she struggled to keep up with him. Eleanor had no idea where they were, all she knew was that she was following Clint Barton in an air vent.

Barton laughed. "It was an expression."

"You should have cleared that up before." She murmured under her breath as he head hit the top of the air vent for what seemed like the hundredth time. She wouldn't be surprised if she had a large bruise on her forehead by the time she made it out. "So this is what you usually do?"

Barton clicked his tongue. "Sometimes, or sometimes I'm at the shooting range Tony built or in the Gym with Steve or Natasha. I'm usually up in my Nest though."

"Nest?" Eleanor questioned.

"We're almost there." Barton silenced her with what seemed to be a mixture of amusement and laughter in his tone. "You sure ask a lot of questions."

"I like to know what I'm getting myself into."

"Wouldn't it have been better to ask questions _before_ you agreed to coming up in an air vents with me?"

"Well, you said Narnia. I thought we were going to be in an enchanted forest not snooping around in some air vents - Oh. Is this Steve's room?"

"Next time I'll be more specific." Clint laughed. "Yes it is."

"It looks vintage." Eleanor commented as she peered through the slits of the vent.

"It's to help him accommodate better." Eleanor nodded her head in understanding.

"I thought you said we were almost there."

Barton groaned good-naturedly. "Don't you ever shut up?"

Eleanor smirked. "I do. I just like to annoy you."

"If this is what it's like to have a kid, I don't ever want one."

Eleanor rolled her eyes. "I am not a kid." Eleanor added humorously. "I'm like fourty years younger than you are."

"I am NOT _that_ much older than you." Barton looked alarmed for a moment and Eleanor laughed. "Do I really look that old?"

"Have you looked in a mirror gramps?" She teased.

"I have and I look utterly young and handsome." Barton replied and Eleanor laughed, pulling himself out of the vent and offering a hand down to Eleanor, which she took appreciatively. "Welcome to Hawkeye's nest." Barton said with a fond look on his face as he looked out and into the city.

Eleanor's eyes widen and she was sure that they were practically at the top of Stark Tower. The wind blew her hair around her face and she struggled for a moment to pull it up in a high pony tail. "So this is where you're always at." Eleanor cocked her head to the side, her eyes carefully tracing the outline of the city around them barely catching Barton's nod. She commented thoughtfully, "You can see everything from up here."

"That's the idea."

"It's beautiful up here."

"That's why I come up here."

"Would you mind if I came and joined you up here sometimes?" Eleanor's attention was on Barton as he hesitated for a moment. Barton wondered if he could trust Eleanor and before he knew it, he answered.

"Yeah. Sure."

* * *

"What's going on?" Eleanor asked rubbing the sleep from her eyes. The rest of the Avengers were all standing in the living room, hovering around the figure of the billionaire. She instantly perked up as she stepped into the bright lights of the room, her eyes tearing away from the shaking figure of Tony Stark and to the Avengers, expecting an answer.

"He's - " Steve started.

"Having a panic attack." Eleanor answered easily, stepping towards Tony's figured but stopped when the rest of the Avengers stiffened. "Where's Bruce?"

Pepper had her arms wrapped around herself, staring intensely done at Tony's violently shaking body as he mumbled something under his breath, the light of his arc reactor flickering. Eleanor couldn't but wonder when Steve, Tony, and Natasha had gotten back from their mission. Pepper had arrived earlier that evening having join her, Clint, and Bruce for dinner. "He's trying to find something to put Tony to sleep."

Eleanor nodded her head slowly. "I can help."

The Avenger and Pepper stared at her with a look Eleanor was all too familiar with. Pepper looked torn while Natasha just shot her a nasty look. "We don't need your help."

"Giant hole." Tony had stood up immediately, his body still shaking as his feet wobbled from beneath him. His hand up to his chest. "Cave. Yinsen! We had a plan."

"I couldn't find any..." Bruce walked up from out the lab, sweat dripping from his forehead, his words spilling out of him quickly before his eyes fell on Eleanor.

"I can help him." Eleanor stated again not as calmly as she had before. "I just need permission from one of you."

"We had a plan!" Tony yelled as he lashed out at Steve before falling down on the ground. "Stane, how could you?!" Tony crawled over towards Steve, stretching a hand out. "I'll make your stupid missile. Just let me go!"

"He needs help." Pepper cried and opened her mouth to give Eleanor permission but was cut off by Natasha.

"How can we trust her?" Natasha spat and Barton slowly nodded his head in agreement.

"I trust her." Steve answered as he tried to get away from Tony's thrashing hands and Bruce nodded his head from besides the Captain while Barton looked at the two hesitantly not wanting to get on the Russian's bad side.

"She's just some random girl - "

"She's Phil's niece!" Bruce countered and Natasha glared. "Tony needs help."

"Help him, please." Pepper begged and it was all the yes that Eleanor needed as she took a step towards Tony.

"No - " Natasha started, but it was too late. Eleanor had both her hands on the side of Tony's head and immediately he stopped thrashing, his hands dropping to his side.

Closing her eyes she took in a deep breath and whispered softly to Tony and everyone seem to relax at her words. "It's okay. You're safe." The images Tony saw, Eleanor saw too. The cave, the shrapnel working its way into his heart, the betrayal he felt, the pain, the closure he had when he thought he was falling to his death after saving the world. Where was it? Eleanor thought to herself. The source of the problem – _'There'_ she thought to herself. Eleanor didn't notice the tears rushing down her cheeks as she took a step back, letting her grip go from Tony as he relaxed and his eyes widened in realization as he stood up and stared at Eleanor.

"What did you do?" Tony asked accusingly.

"She helped you Tony." Pepper said gently as she made her way over to Tony's side, touching his arm gently.

"I didn't ask for her help." He snarled. "I didn't ask for her to mess with my mind."

Their voices had become numb to her and the tears rushed down her cheeks as she clutched her head in between both her hands. She wasn't crying because Tony, Natasha, and Clint were looking at her with accusing eyes. Eleanor were used to eyes looking at her like that, as if she was intruding into something she wasn't supposed to, caught in the act of something she shouldn't have done. Eleanor was crying from the pain she felt – the sudden burn that came across her chest; the vivid images flashed before her eyes as she felt what Tony had felt in the cave, falling, saving the world, the guilt and the nightmares that followed.

"I told her to." Pepper defended as she stepped in between Eleanor and Tony. "You needed help and I told her to help you." Pepper cried. "You didn't see what we saw Tony - what I saw. Tony, you've been in pain for so long. Eleanor helped you. Now look at her."

Tony's eyes fell on the girl who had now fallen her knees on her the floor, her hands in her head. Bruce stepped towards the girl and Steve reached out gently, "Don't!" She croaked, but Steve continued on and before he could touch her, he was thrown across the room by an un-seeable force. Eleanor wiped the tears from her eyes and grimaced when Steve landed on the ground with a large thump.

"Sorry." She strangled as she wobbly stood up on her feet, her hands fumbling with themselves in front of her. She put her free hand out as Bruce took a step towards her and Barton helped Steve to his feet as she explained, "I just needed a second to recover."

Natasha stood stiffly and stared at the girl with narrowed eyes but didn't say anything."Sorry Steve." Eleanor said again her blue eyes meeting his and he just shook his head.

"No, I'm sorry. I shouldn't have startled you." He replied as he walked towards Eleanor, his eyes never leaving hers. "Are you okay?"

"Hellooooo!" Tony waved his hands in the air. "I just got mind raped and you ask _her_ if she's okay?"

"Tony - " Pepper started, putting a hand on his arm and he turned to look at his girlfriend gently. "Please."

"I told you she shouldn't have - "

"Stop!" Bruce exclaimed and everyone in the room seemed to focus on Bruce, expecting his skin to have a green tint to it and was surprised to note that he looked perfectly normal and under control. Bruce turned his attention to Tony. "Eleanor helped you Tony. She already told her us she had full control of her powers and doesn't dig around information without given permission to - "

"She's only been here for two months!" Natasha reminded with her arms folded across her chest as she eyed the girl. "She hasn't even gone on a single mission yet! How can we trust - "

"I'm going to bed." Eleanor announced quietly, walking slowly towards the elevator with Steve following behind her but was stopped with Natasha stopping in front of her.

Natasha looked at the back of the girl's head with narrowed eyes. "You're not going - "

"Natasha - " Bruce started off slowly.

"I can't believe you gave her permission to rape my mind Pepper!"

"She was only trying to help - "

"Clint, back me up."

"Nat, Eleanor was just - "

"Not you too! Did she brainwash you - "

"I would know if I was being brainwashed - " Barton snarled.

"Eleanor would never - "

"Avengers!" Steve commanded and the Avengers looked towards their leader. "This is getting out of hand - "

"I agree." Tony nodded and Steve continued.

"Eleanor is a part of the team now - "

"She hasn't been on a single mission." Natasha snarled.

"We should give her a chance - "

"Fine, Spangles." Tony said with an expectant look at the girl. "Mind-reader, let's hear it"

"Pepper gave me permission to help you." Eleanor hesitated, uncomfortable under the gaze of the Avengers. "I am sorry that I went into your mind without your permission Tony, but I promise you that I didn't have any intent of harming you nor did I mentally harm you. I healed your wounds, so to speak."

Tony looked unconvinced. "Right."

"Tony," Pepper said exasperated. "I told her to help you. Just let it go."

"But Pep - "

"For me, Tony?" Pepper said, looking at Tony with those eyes that Tony could never say no to.

"Fine." Tony sighed and looked over at Eleanor. "Thanks for - er - helping me, I guess."

"Tony!" Pepper reprimanded and Tony shrugged his shoulders as if to tell her that was the best thing she was going to get from him.

"If we're all done here, it's 3 AM and we should all really be in bed now." Pepper suggested slowly as she tugged on Tony's arm to follow her towards the elevator and the Team slowly dispersed.

"You okay?" Steve whispered to Eleanor as they slowly headed towards the stairs.

Eleanor opened her mouth to speak but Natasha had lightly brushed past her shooting Eleanor a glare. Eleanor imagined the Russian used as much venom as she could to spat the next few words, "I still don't trust you."

* * *

**A/N**: Hoped you enjoy! This might or might not be my last chapter for awhile! Please leave reviews!


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